Effective as of January 1, 2025  |  State of Florida


These Terms and Conditions of Service ("Agreement") govern the professional relationship between Matho Home, LLC ("Matho Home") and any individual, company, or entity ("Client") that engages Matho Home for interior design services, furniture procurement, project coordination, or any combination thereof. By proceeding with a proposal, signing a Letter of Agreement, or authorizing a payment, the Client acknowledges full acceptance of the terms set forth herein.

Matho Home reserves the right to revise this Agreement at any time. The version in effect at the time of project engagement shall govern the relationship for the duration of that project.


1.  SCOPE OF SERVICES

Matho Home provides three core categories of service, which may be engaged independently or in combination:


  • Interior Design Services: Concept development, space planning, mood boards, material and finish selections, furniture layout, lighting design, and design direction for residential, hospitality, commercial, and real estate development projects.

  • Procurement Services: Sourcing, specification, purchasing, and coordination of furniture, fixtures, accessories, art, and related items through Matho Home's network of trade vendors, showrooms, and artisans. Unless otherwise stated in writing, Matho Home acts as a curator and intermediary between the Client and third-party suppliers.

  • Project Coordination: Oversight of procurement timelines, delivery scheduling, communication with contractors and vendors, and on-site coordination as defined in the project scope.


The precise scope of services for each engagement shall be defined in a written Proposal or Letter of Agreement ("Project Agreement") issued by Matho Home and accepted by the Client. Services outside the agreed scope will be subject to additional fees.


2.  PROPOSALS & PROJECT AGREEMENTS

All proposals issued by Matho Home are non-binding until formally accepted by the Client through a signed Project Agreement or written confirmation accompanied by the required deposit. Proposals are valid for thirty (30) calendar days from the date of issuance unless otherwise specified.

Matho Home reserves the right to decline or discontinue any engagement at its sole discretion. The commencement of work is contingent upon receipt of the initial payment as outlined in Section 3 of this Agreement. Any modifications to the project scope, timeline, or deliverables must be agreed upon in writing by both parties prior to implementation.


3.  FEES & PAYMENT
3.1  Design Fees

Design services are billed either as a fixed project fee or as an hourly rate, as specified in the Project Agreement. Fixed fees cover the defined scope only; additional phases, design revisions beyond the agreed number, or expanded project scope will be quoted and billed separately.

3.2  Procurement Fees

When Matho Home procures goods and furnishings on behalf of the Client, a procurement fee is applied as a percentage of the net purchase cost of all items sourced. This percentage will be stated in the Project Agreement. The procurement fee covers vendor research, trade sourcing, order placement, supplier coordination, and delivery oversight.

Prices quoted for procurement items reflect the cost at the time of proposal. Matho Home reserves the right to adjust pricing to reflect supplier changes, currency fluctuations, or updated availability. Any price increase above five percent (5%) of the originally quoted amount will be communicated to the Client prior to order placement.

 

3.3  Payment Schedule

Unless otherwise specified in the Project Agreement, the following payment schedule applies:


  • Design retainer or fixed-fee deposit: 50% due upon project agreement execution, prior to commencement of design work.

  • Procurement deposit: Payment in full (100%) is required prior to placing any purchase orders with suppliers, unless alternative terms are explicitly agreed in writing.

  • Final design balance: Remaining design fees are due upon delivery of final design deliverables or project completion, whichever occurs first.


All invoices are payable within seven (7) business days of issuance. Payments must be made without deduction, offset, or counterclaim. Matho Home does not begin procurement or advance any project phase until the corresponding payment has been received and cleared.

 

3.4  Late Payments

Invoices not settled within the payment period may result in: (i) suspension of all active work and deliveries; (ii) cancellation of pending purchase orders, with any resulting supplier penalties charged to the Client; and (iii) interest charges of 1.5% per month on the outstanding balance, accruing from the due date. Matho Home shall not be liable for project delays arising from payment defaults by the Client.


4.  PROCUREMENT & ORDERS

All purchase orders placed by Matho Home on behalf of the Client are subject to the terms and conditions of the respective supplier or manufacturer. Once an order is placed, it cannot be modified or cancelled without the supplier's written consent, and any resulting restocking fees, cancellation charges, or losses shall be borne by the Client.

Custom, made-to-order, bespoke, or specially sourced items are considered final sale upon order placement. No returns, exchanges, or cancellations are permitted for such items. For standard in-stock items, return eligibility is subject to the individual supplier's policy and requires prior written approval from Matho Home.

Quoted lead times for procurement items are estimates provided by suppliers and are not guaranteed. Delays attributable to manufacturers, logistics providers, customs authorities, or other external parties are outside Matho Home's control and do not constitute a breach of this Agreement. Matho Home will communicate known delays in a timely manner and work with the Client to identify alternative solutions where feasible.

 

5.  DELIVERY & INSPECTION

Delivery of procured items is arranged through third-party logistics providers unless otherwise agreed. Risk of loss or damage transfers to the Client upon delivery of items to the designated address or upon handover to a carrier appointed by the Client.

The Client is responsible for inspecting all received goods at the time of delivery. Any visible damage, shortage, or discrepancy must be documented and reported to Matho Home in writing within forty-eight (48) hours of delivery. Claims submitted after this period may not be eligible for resolution through Matho Home, and the Client must pursue recourse directly with the carrier or supplier.

If the Client appoints their own carrier or freight forwarder, all claims related to damage, loss, or delay in transit must be filed directly with that carrier. Matho Home assumes no liability for goods once released to a Client-appointed logistics provider.


6.  PRODUCT CHARACTERISTICS & NATURAL VARIATION

Many of the materials specified and procured by Matho Home — including natural stone, solid and veneer wood, hand-applied finishes, woven textiles, cast metals, and artisanal ceramics — exhibit inherent variation in color, grain, texture, veining, and dimension. Such variation is a characteristic of natural and handcrafted materials and is not considered a defect.

Digital representations, fabric swatches, material samples, and showroom displays are provided for general reference only. Minor differences between samples and delivered items are to be expected and do not constitute grounds for return, replacement, or claim. The Client is encouraged to review physical samples in the actual project environment before final selection.


7.  INTELLECTUAL PROPERTY

All design concepts, drawings, renderings, space plans, mood boards, presentations, specifications, and creative materials produced by Matho Home (collectively, "Design Work") remain the intellectual property of Matho Home until full payment for the corresponding phase of services has been received.

Upon receipt of full payment, the Client is granted a limited, non-exclusive license to use the Design Work for the specific project for which it was created. The Client may not reproduce, publish, share, or adapt any Design Work for other projects or commercial purposes without Matho Home's prior written consent.

Matho Home reserves the right to photograph completed projects and use such imagery for its portfolio, website, social media, press, and marketing materials, with appropriate discretion. The Client may request confidentiality regarding their project by providing written notice prior to project completion.


8.  CONFIDENTIALITY

Both parties agree to treat all non-public information exchanged in connection with the engagement — including project details, budget parameters, vendor relationships, pricing structures, and business strategies — as strictly confidential. Neither party shall disclose such information to third parties without the other party's prior written consent, except as required by law.

This obligation of confidentiality shall survive the termination or expiration of the project engagement for a period of three (3) years.


9.  WARRANTY & LIMITATION OF LIABILITY

Matho Home's warranty obligations with respect to procured products are limited to those provided by the respective manufacturer or supplier. Matho Home does not independently warrant the quality, durability, or fitness for purpose of third-party products beyond facilitating any applicable manufacturer's warranty claim on the Client's behalf.

In no event shall Matho Home be liable for indirect, consequential, incidental, or special damages arising from the engagement, including but not limited to loss of use, loss of revenue, or delays in project completion caused by third-party suppliers, logistics providers, or external circumstances. Matho Home's total aggregate liability under this Agreement shall not exceed the total fees paid by the Client in connection with the relevant phase of service.

This limitation applies regardless of the legal theory under which a claim is asserted, including contract, tort, or strict liability.


10.  FORCE MAJEURE

Matho Home shall not be held in breach of this Agreement for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, fire, flooding, epidemic, pandemic, government actions or restrictions, strikes, civil unrest, transportation disruptions, customs delays, supply shortages, or any failure on the part of a manufacturer or supplier. In such events, Matho Home will provide prompt written notice and use commercially reasonable efforts to resume performance as soon as practicable.

If a force majeure event persists for more than ninety (90) calendar days, either party may elect to terminate the affected portion of the engagement in writing, without liability for damages to the other party.


11.  TERMINATION

Either party may terminate the engagement with thirty (30) days' written notice. In the event of termination initiated by the Client, the Client shall compensate Matho Home for all services rendered through the termination date, all non-recoverable costs already incurred on the Client's behalf (including supplier deposits, cancellation fees, and logistics costs), and any applicable procurement fees on items already ordered.

Matho Home may terminate the engagement with immediate effect in the event of the Client's material breach of this Agreement, including failure to remit payment within the specified period. Upon such termination, all outstanding balances become immediately due and payable. Matho Home shall have no obligation to release design materials, deliverables, or procured items until all outstanding amounts have been settled in full.


12.  GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. The parties agree to first attempt in good faith to resolve any dispute arising from this Agreement through direct negotiation.

If a dispute cannot be resolved within thirty (30) days of written notice by either party, it shall be submitted to binding arbitration in Miami, Florida, in accordance with the rules of the American Arbitration Association (AAA). The arbitrator's award shall be final and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own legal costs unless the arbitrator determines otherwise.


13.  MISCELLANEOUS

Entire Agreement. This Agreement, together with the applicable Project Agreement, constitutes the entire understanding between the parties and supersedes all prior communications, negotiations, or representations, whether written or oral.

Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

Amendments. No amendment or modification to this Agreement shall be valid unless made in writing and signed by authorized representatives of both parties.

Independent Contractor. Matho Home operates as an independent contractor. Nothing in this Agreement creates an employment, partnership, agency, franchise, or joint venture relationship between the parties.

Language. This Agreement has been prepared in English. In the event of any conflict between an English version and a translation, the English version shall govern.

 

ACKNOWLEDGMENT & ACCEPTANCE

By signing below, both parties confirm they have read, understood, and agreed to the Terms and Conditions set forth in this document.

Matho Home, LLCClient